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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
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Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
BOLLE INC.
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(Name of Subject Company)
BOLLE INC.
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(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
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(Title of Class of Securities)
097937 10 6
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(CUSIP Number of Class of Securities)
Martin E. Franklin
Chairman of the Board
Bolle Inc.
555 Theodore Fremd Avenue, Suite B 302
Rye, New York 10580
(914) 967-9475
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(Name, Address and Telephone Number of Person Authorized to
Receive Notice and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
William J. Grant, Jr., Esq.
WILLKIE FARR & GALLAGHER
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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This Amendment relates to the tender offer disclosed in a Tender Offer
Statement on Schedule 14D-1 dated December 2, 1999 as amended by the Schedule
14D-1/A dated January 5, 2000 (the "Amended Schedule 14D-1") of Shade
Acquisition, Inc., a Delaware corporation ("Acquisition Sub"), a wholly owned
subsidiary of Worldwide Sports and Recreation, Inc., a Delaware corporation
("Purchaser"), to purchase all of the outstanding shares of common stock, par
value $.01 per share, of Bolle Inc. (the "Company"). The purpose of this
Amendment is to amend and supplement Items 4, 8 and 9 of the Company's Schedule
14D-9 dated December 2, 1999 (the "Schedule 14D-9") as described below.
Capitalized terms not defined herein have the meanings assigned thereto in the
Schedule 14D-9.
Item 4 Tender Offer of Acquisition Sub.
Item 4(b)(i) of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text thereto:
"On January 4, 2000, the Company, Purchaser, and Acquisition Sub executed
the First Amendment to Agreement and Plan of Merger (the "First Amendment"),
thereby amending the Merger Agreement. Among other things, the First Amendment
extended the Financing Condition Termination Date (as defined in the Merger
Agreement) from January 15, 2000 to February 7, 2000. The First Amendment is
attached hereto as Exhibit 10 and is incorporated herein by reference."
Item 8 Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following text thereto under a new subsection (d):
"On January 4, 2000, the Purchaser and the Company issued a joint press
release attached hereto as Exhibit 11. The information contained in the press
release is incorporated herein by reference."
Item 8(c) of the Schedule 14D-9 is hereby amended and supplemented by
adding the following text thereto:
"The waiting period under the HSR Act applicable to the Offer expired on
December 22, 1999."
Item 9 Material to be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following Exhibits:
Exhibit 10 - First Amendment to Agreement and Plan of Merger, dated as of
January 4, 2000 by and among the Company, Purchaser, and
Acquisition Sub.
Exhibit 11 - Press Release, dated January 4, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Bolle Inc.
By: /s/ Ian G.H. Ashken
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Name: Ian G.H. Ashken
Title: Vice President and Secretary
Dated: January 5, 2000
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EXHIBIT INDEX
Except as noted below, the following exhibits have been filed in connection
with the Schedule 14D-9.
<TABLE>
<CAPTION>
Exhibit No. Description
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<C> <S>
1 Excerpts from the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 and from the Company's Proxy
Statement for its Annual Meeting of Stockholders as filed with
the Commission on May 26, 1999.
2 Letter Agreement dated as of November 24, 1999 by and among the
Company, Martin Holdings, Inc. and Wind Point Partners amending
the Management Services Agreement.
3 Letter Agreement, dated as of November 24, 1999 by and between
the Company, Acquisition Sub and each of Messrs. Franklin and
Ashken relating to Board membership of Surviving Corporation.
4 Agreement and Plan of Merger, dated as of November 24, 1999,
among the Company, Purchaser, and Acquisition Sub.
5 Letter to Stockholders of the Company from the Chairman of the
Board dated December 2, 1999.
6 Press Release of the Company, dated November 15, 1999.
7 Press Release of the Company dated November 26, 1999.
8 Tender and Voting Agreements, dated as of November 24, 1999, by
and between the Company, Acquisition Sub and each of Martin E.
Franklin and Ian G. H. Ashken.
9 Confidentiality Agreement between the Company and the Purchaser.
10* First Amendment to Agreement and Plan of Merger, dated as of
January 4, 2000 by and among the Company, Purchaser, and
Acquisition Sub.
11* Press Release, dated January 4, 2000.
</TABLE>
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*Filed herewith.
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Exhibit 10
WORLDWIDE SPORTS AND RECREATION, INC. EXTENDS TENDER OFFER Page: 1
FOR COMMON STOCK OF BOLLE INC. UNTIL 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, FEBRUARY 7, 2000
FOR: Bolle Inc.
APPROVED BY: Martin E. Franklin
Chairman of the Board
Bolle Inc.
914-967-9400
Richard R. Kracum
Chairman
Worldwide Sports and Recreation, Inc.
312-255-4820
FOR IMMEDIATE RELEASE CONTACT: Investor Relations:
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Shannon Moody/Natasha Boyden
Press: David Nugent/Ellen Paz
Morgen-Walke Associates
212-850-5600
WORLDWIDE SPORTS AND RECREATION, INC. EXTENDS TENDER OFFER
FOR COMMON STOCK OF BOLLE INC. UNTIL 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, FEBRUARY 7, 2000
Denver, Colorado and Kansas City, Kansas - January 4, 2000, Worldwide
Sports and Recreation, Inc. and Bolle Inc. today announced that Shade
Acquisition, Inc., Worldwide Sports' wholly owned subsidiary, has extended its
tender offer to acquire at $5.25 net per share in cash all of the outstanding
shares of common stock of Bolle Inc. (Amex: BLE). The tender offer had
previously been scheduled to expire at 12:00 midnight New York City time on
Tuesday, January 4, 2000. Worldwide Sports and Bolle also announced today that
the Merger Agreement by and among Worldwide Sports, Shade Acquisition and Bolle
had been amended to extend the date by which Shade Acquisition shall have
obtained sufficient financing to consummate the merger to February 7, 2000. As
of 5:00 p.m., New York City time on January 4, 2000, approximately 6,207,634
shares of Bolle common stock representing approximately 87% of the total
outstanding shares had been validly tendered and not withdrawn pursuant to the
tender offer.
Morrow & Co., Inc. (212-754-8000) is acting as the Information Agent for
the tender offer.
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WORLDWIDE SPORTS AND RECREATION, INC. EXTENDS TENDER OFFER Page: 2
FOR COMMON STOCK OF BOLLE INC. UNTIL 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MONDAY, FEBRUARY 7, 2000
Bolle Inc. (Amex: BLE), is a vertically integrated designer, manufacturer
and marketer of
~ more ~
Bolle(R) branded eyewear, including Bolle(R) premium sunglasses, goggles,
and tactical and safety eyewear. Bolle is also the exclusive North American
distributor of the Reusch line of winter gloves for sports.
Worldwide Sports & Recreation Inc. is a branded durable consumer products
company based in Kansas City, Kansas. Worldwide Sports is a leading supplier of
high quality sports optics including binoculars, telescopes, riflescopes and
laser range finders marketed under the Bushnell, Voit and Bausch & Lomb brand
names.
Forward-looking statements (statements which are not historical facts) in this
release are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Bolle Inc.'s actual results could
differ materially from those expressed or indicated by forward-looking
statements. Factors that could cause or contribute to such differences include,
but are not limited to, changes in fashion trends, risks relating to the retail
industry, use of contract manufacturing and foreign sourcing, import
restrictions, competition, seasonality and other factors. Investors are
cautioned that all forward-looking statements involve risks and uncertainties,
including those risks and uncertainties detailed in the Company's filings with
the Securities and Exchange Commission.
# # #
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Exhibit 11
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"),
dated as of January 4, 2000, is by and among Worldwide Sports and Recreation,
Inc., a Delaware corporation ("Purchaser"), Shade Acquisition, Inc., a newly
formed Delaware corporation and a wholly owned Subsidiary of Purchaser
("Acquisition Sub"), and Bolle Inc., a Delaware corporation (the "Company").
WHEREAS, Purchaser, Acquisition Sub and the Company are parties to that
certain Agreement and Plan of Merger, dated as of November 24, 1999 (the "Merger
Agreement"); and
WHEREAS, Purchaser, Acquisition Sub and the Company desire to amend the
Merger Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the representations,
warranties, covenants and agreements herein contained, and intending to be
legally bound hereby, Purchaser, Acquisition Sub and the Company hereby agree as
follows:
1. Clause A of Section 8.3(c) of the Merger Agreement is amended and
restated to read in its entirety as follows: "(A) Section 8.1(d) in connection
with, or as a result of, the failure to satisfy the Indebtedness Condition or
the occurrence of a Company Material Adverse Effect, or".
2. Section 9.01 of the Merger Agreement is hereby amended by deleting the
date "January 15, 2000" and inserting in its place "February 7, 2000".
3. Upon the effectiveness of this Amendment, each reference in the Merger
Agreement to "this Agreement", "hereunder", "hereof", "herein", or words of like
import shall mean and be a reference to the Merger Agreement as amended hereby,
and each reference to the Merger Agreement in any other document, instrument or
agreement shall mean and be a reference to the Merger Agreement as amended
hereby.
4. Except as specifically amended hereby, the Merger Agreement shall
remain in full force and effect and is hereby ratified and confirmed.
5. This Amendment may be executed in counterparts, each of which will be
deemed to be an original and both of which together will be deemed to constitute
but one and the same instrument.
6. This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to the principles of conflicts
of law thereof.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to
be duly executed on its behalf as of the day and year first above written.
BOLLE INC.
By: /s/ Ian Ashken
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Name: Ian Ashken
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Title: Vice Chairman
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WORLDWIDE SPORTS AND RECREATION, INC.
By: /s/ Joseph Messner
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Name: Joseph Messner
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Title: President and CEO
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SHADE ACQUISITION, INC.
By: /s/ Joseph Messner
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Name: Joseph Messner
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Title: Vice President
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